REGISTRATION
RIGHTS AGREEMENT


 


This
Registration Rights Agreement (“Agreement”) is entered into as of , 2017 by and between AgeX Therapeutics,
Inc., a California corporation (the “Company”) and the undersigned.


 


NOW,
THEREFORE, the parties agree as follows:


 


1.
Certain Definitions. As used in this Agreement the following terms shall have the following respective meanings:


 


(a)
“Act” shall mean the Securities Act of 1933, as amended, or any similar federal statute and the rules and regulations
of the Commission thereunder, all as the same shall be in effect at the time.


 


(b)
“Asset Contribution Agreement” means the Asset Contribution and Separation Agreement between the Company and
BioTime, and any amendment thereof.


 


(c)
“BioTime” means BioTime, Inc.


 


(d)
“Commission” shall mean the Securities and Exchange Commission or any other federal agency at the time administering
the Act.


 


(e)
“Holder” shall mean BioTime, Inc. and each Person who originally purchased Registrable Securities from the
Company pursuant to a Stock Purchase Agreement and his/its transferees as permitted by Section 6.


 


(f)
“IPO” shall mean either (i) the Company completing the first underwritten initial public offering of common
stock by the Company registered under the Act, or (ii) BioTime distributing Shares on a pro rata basis to its shareholders in
a distribution registered under the Act or without registration under the Act pursuant to an effective registration statement
on Form 10 (or other permitted form) under the Securities Exchange Act of 1934, as amended; provided, that upon the completion
of such distribution Company common stock is listed for trading on a national securities exchange, or the Nasdaq stock market,
or approved for quotation on the OTC Bulletin Board.


 


(g)
The terms “register,” “registered” and “registration” refer to a registration
effected by preparing and filing a registration statement in compliance with the Act, and the declaration or ordering of the effectiveness
of such registration statement.


 


(h)
“Registrable Securities” means the Shares. Any securities that are (i) distributed as a dividend or otherwise
with respect to Registrable Securities, (ii) issuable upon the exercise or conversion of Registrable Securities, or (iii) issued
or issuable in exchange for or through conversion of Registrable Securities pursuant to a recapitalization, reorganization, merger,
consolidation or other transaction shall also constitute Registrable Securities.


 




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(i)
“Shares” means up to 36,000,000 shares of common stock, par value $0.0001 per share, of the Company issued
by the Company pursuant to the Stock Purchase Agreement or to BioTime pursuant to the Asset Contribution and Separation Agreement.


 


(j)
“Stock Purchase Agreement” means a Stock Purchase Agreement pursuant to which the Company agreed to issue and
sell up to an aggregate of 7,000,000 Shares to the undersigned.


 


2.
Registration Rights.


 


(a)
Filing of Registration Statement With Respect to Shares. The Company agrees, at its expense, to file a registration statement
with the Commission to register the Shares under the Act, and to take such other actions as may be necessary to allow the Shares
to be freely tradable, without restrictions under the Act. Such registration statement shall be filed following a written request
for registration from any Holder(s) of not less than 50% of the Shares not earlier than one year after an IPO. The Company will
use commercially reasonable efforts to cause the registration statement to become effective as promptly as practicable after filing.
The Company will make all filings required under applicable state securities or “blue sky” laws so that the Registrable
Securities being registered shall be registered or qualified for sale under the securities or blue sky laws of New York, California,
and such jurisdictions as shall be reasonably appropriate for distribution of the Shares covered by the registration statement.
The registration statement shall be a “shelf” registration pursuant to Rule 415 (or similar rule that may be adopted
by the Securities and Exchange Commission) and shall provide that each Holder’s plan of distribution is to offer and sell
Shares from time to time at market prices or prices related to market prices; provided, that a registration statement may be amended
to provide for an underwritten public offering of the Shares included in the registration statement if the Holders submit to the
Company a written notice to such effect with a copy of the applicable underwriting documents and such other relevant information
concerning the offering as the Company may request. The Company shall use commercially reasonable efforts to keep each such registration
statement effective until the earlier of (i) completion of the distribution or distributions being made pursuant thereto, and
(ii) such time as the Holders are eligible to sell their Shares under Rule 144 under the Act without application of the manner
of sale and volume limitations under Rule 144. The Company shall utilize Form S-3 if it qualifies for such use. The Company will
furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements
of the Act and such other related documents as the Holders may reasonably request in order to effect the sale of their Shares.


 




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(b)
“Piggy-Back Registration” of Shares. If, at any time after the completion of an IPO, the Company proposes to
register any of its securities under the Act (otherwise than pursuant to (i) this Agreement, (ii) a registration statement pertaining
to subscription rights distributed to Company shareholders, and (iii) a registration on a Form S-8 or any other form if such form
cannot be used for registration of the Registrable Securities pursuant to its terms), and the Shares shall not then be eligible
for sale by the Holder(s) under Rule 144 under the Act, the Company shall, as promptly as practicable, give written notice to
the Holders. The Company shall include in such registration statement the Shares proposed to be sold by the Holders, subject to
the provisions of Section 2(e) if the offering is made through underwriters. If the registration by the Company pertains to an
offering by the Company without underwriters, Holders shall not be entitled to participate as a party to any stock sale or purchase
agreement entered into by the Company for the sale of securities for its own account or to otherwise sell Shares to any prospective
purchaser to whom the Company offers registered securities for the Company’s account other than in “at-the-market”
transactions as defined in Rule 415 promulgated under the Act.


 


(c)
Costs of Registration. The Company shall pay the cost of the registration statements filed pursuant to this Agreement,
including without limitation all registration and filing fees, fees and expenses of compliance with securities or blue sky laws
(including counsel’s fees and expenses in connection therewith), printing expenses, messenger and delivery expenses, internal
expenses of the Company, listing fees and expenses, and fees and expenses of the Company’s counsel, independent accountants
and other persons retained or employed by the Company. Holders shall pay any underwriters discounts applicable to the Registrable
Securities.


 


(d)
Other Securities. Any registration statement filed pursuant to this Agreement may include other securities of the Company
which are held by other persons who, by virtue of agreements with the Company or permission given, are entitled to include their
securities in such registration.


 


(e)
Underwriting. If Holders wish to include Shares in a registration under Section 2(b), or if Holders holding not less than
50% of the Shares intend to distribute Shares by means of an underwriting to be registered under Section 2(a), they shall so advise
the Company prior to the effective date of the registration statement filed by the Company, and the Company shall include such
information in a written notice to all Holders. All Holders shall be entitled to participate in such underwriting, and the right
of any Holder to registration pursuant to this Agreement then shall be conditioned upon such Holder’s participation in such
underwriting and the inclusion of such Holder’s Shares in the underwriting to the extent provided herein.


 


The
Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting
agreement in customary form with the managing underwriter selected for such underwriting the Company, in the case of a registration
under Section 2(a), or selected by the Company in its sole discretion. Notwithstanding any other provision of this Agreement,
if the managing underwriter advises the Holders and the Company in writing that marketing factors require a limitation of the
number of shares to be underwritten, then, the number of Registrable Securities that may be included in the registration and underwriting
shall be allocated first to the Company in a registration under Section 2(b), and then, in a registration under Section 2(a) or
Section 2(b), among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held
by such Holders and any other holders of securities having rights to include their securities in the registration, at the time
of filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the managing underwriter’s
marketing limitation shall be included in such registration.


 




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If
any Holder or any other holder of securities eligible for inclusion in the registration disapproves of the terms of the underwriting,
such person may elect to withdraw from the underwriting and registration by written notice to the Company and the managing underwriter.
The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from the registration; provided, however,
that, if by the withdrawal of such Registrable Securities or other securities a greater number of Registrable Securities held
by other Holders or other securities held by persons having rights to participate in such registration may be included in such
registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders and
other persons who have included Registrable Securities or other securities in the registration the right to include additional
Registrable Securities or other securities in the same proportion used in determining the underwriter limitation.


 


Notwithstanding
any other provision of this Agreement, if the registration is one under Section 2(b), and the managing underwriter determines
that marketing factors require a limitation of the amount of securities to be underwritten, the Company may exclude Registrable
Securities and other securities held by other holders of registration rights without any exclusion of securities offered by Company.
In the event of any exclusion of securities held by holders of registration rights, the amount of securities that may be included
in the registration and underwriting shall be allocated among all Holders of Registrable Securities and other holders of securities
entitled to include securities in such registration in proportion, as nearly as practicable, to the respective amounts of Registrable
Securities and other securities that the Company has agreed to register held by each such person.


 


(f)
Waiver. Notwithstanding any other provision of this Agreement the rights of the Holders under Section 2(b) may be waived
by a majority-in-interest of the Holders (based upon their holdings of Registrable Securities, with or without notice to the Holders
generally).


 


(g)
Limitation on Company Liability. The Company shall have no obligation to make any cash settlement or payment to any Holder,
or to issue any additional Shares or other securities to any Holder, in the event that the Company is unable to effect or maintain
in effect the registration of any Registrable Securities under the Act or any state securities law despite the Company’s
commercially reasonable efforts so to do.


 




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3.
Indemnification.


 


(a)
The Company will indemnify, defend and hold harmless each Holder, each of its officers, directors and partners, and each person
who controls such Holder within the meaning of the Act, and each underwriter, if any, and each person who controls any underwriter
within the meaning of the Act from and against all expenses, claims, losses, damages and liabilities (or actions commenced or
threatened in respect thereof), including any of the foregoing incurred in settlement of any litigation commenced or threatened
(other than a settlement effected without the consent of the Company, which consent will not unreasonably be withheld), to the
extent such expenses, claims, losses, damages and liabilities (or actions commenced or threatened in respect thereof) arise out
of or are based on (i) any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement
or prospectus, or any amendment or supplement thereto, offering Registrable Securities, or any omission to state therein a material
fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were
made, not misleading, or (ii) any violation, by the Company, of any rule or regulation promulgated under the Act and applicable
to the Company and relating to any registration of Registrable Securities by the Company under the Act. The Company will reimburse
each such Holder, each of its officers, directors and partners, and each person controlling such Holder, each such underwriter
and each such person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection
with investigating or defending any such claim, loss, damage, liability or action; provided that the Company will not be liable
in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue
statement or omission based upon written information furnished to the Company by such Holder or underwriter or controlling person
specifically for use in connection with the registration or offering of Registrable Securities.


 


(b)
Each Holder will, if Registrable Securities held by such Holder are included in a registration under the Act or under any state
securities law, indemnify, defend and hold harmless the Company, each of its directors and officers, and each independent accountant
of the Company, each underwriter, if any, of the Company’s securities covered by such a registration statement, each person
who controls the Company or such underwriter within the meaning of the Act, and each other such Holder, and each of the officers,
directors and partners and each person who controls such other Holder within the meaning of the Act, from and against all claims,
losses, damages and liabilities (or actions commenced or threatened in respect thereof) arising out of or based on (i) any untrue
statement (or alleged untrue statement) of a material fact contained in any such registration statement or prospectus, or any
amendment or supplement offering Registrable Securities, or any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made,
not misleading, or (ii) any violation, by such Holder, of any rule or regulation promulgated under the Act applicable to such
Holder and relating to action or inaction required of such Holder in connection with any registration of Registrable Securities.
Such Holder will reimburse the Company, such other Holders, such directors, officers, partners, persons, accounting firms, underwriters,
or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such
claim, loss, damage, liability, or action, in each case to the extent, but only to the extent, that such untrue statement (or
alleged untrue statement) or omission (or alleged omission) is made in such registration statement or prospectus in reliance upon
and in conformity with written information furnished to the Company or any underwriter by such Holder specifically for use therein;
provided, however, that the obligations of such Holders under this Section 3(b) shall be limited to an amount equal to the net
proceeds to each such Holder from the sale of Registrable Securities pursuant to such registration.


 




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(c)
Each party entitled to indemnification under this Section 3 (the “Indemnified Party”) shall give notice to
the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense
of any such claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the
defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall
not unreasonably be withheld). The Indemnified Party may participate in such defense at the Indemnified Party’s own expense.
The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations
under this Section 3 except to the extent such failure is prejudicial to the ability of the Indemnifying Party to defend such
action, but such failure shall not relieve the Indemnifying Party of any liability that the Indemnifying Party may have to any
Indemnified Party otherwise than under this Section 3. No Indemnifying Party, in the defense of any such claim or litigation,
shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which
does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release
from all liability in respect to such claim or litigation.


 


4.
Information by Holder. Each Holder of Registrable Securities included in any registration shall furnish to the Company
and to each underwriter, upon the Company’s request, such information regarding such Holder and the distribution proposed
by such Holder as shall be required in connection with any registration of Registrable Securities.


 


5.
Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which
may permit the sale of the Registrable Securities to the public without registration, the Company agrees to:


 


(a)
Use commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of
the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) at such times as the
Company is subject to the reporting requirements under Section 13 of the Exchange Act;


 


(b)
So long as a Holder owns any Registrable Securities, furnish to the Holder forthwith upon written request a written statement
by the Company as to its compliance with the reporting requirements of the Exchange Act, a copy of the most recent annual or quarterly
report of the Company, and such other reports and documents so filed by the Company under the Exchange Act as a Holder may reasonably
request in availing itself of any rule or regulation of the Commission allowing a Holder to sell any such securities without registration.


 




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6.
Transfer of Registration Rights. The rights to cause the Company to register securities under this Agreement may be assigned:
(a) to an “affiliate” (defined as an entity that controls, is controlled by, or under common control with the transferor);
(b) to one or more of its general partners, limited partners, or members if the transferor is a partnership or limited liability
company; or (c) to any other transferee or assignee of an aggregate of twenty-five percent (25%) or more of the transferor’s
Registrable Securities; provided, that as a condition to any transfer of such rights the transferor must give the Company written
notice at the time or within a reasonable time after said transfer, stating its desire to transfer such rights, the name and address
of the transferee or assignee, and identifying the securities with respect to which such registration rights are being assigned;
provided, that nothing in this Section shall be construed in any way to limit any restriction or condition on transfer of any
Registrable Securities imposed by any other agreement between a Holder and the Company, the Act, any rule or regulation promulgated
under the Act, or any state securities or blue sky law or any rule or regulation thereunder.


 


7.
Computation of Certain Percentages. Where any provision of this Agreement provides for the exercise, waive, or amendment
of any rights upon the action of Holders of a specified percentage of Registrable Securities, such percentage shall be determined
based upon the aggregate number of Registrable Securities issued and outstanding.


 


8.
Miscellaneous.


 


(a)
Governing Law. This Agreement shall be governed in all respects by the laws of the State of California, as applied to contracts
entered into in California between California residents and to be performed entirely within California.


 


(b)
Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit
of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.


 


(c)
Entire Agreement; Amendment. This Agreement constitutes the full and entire understanding and agreement between the parties
with regard to the subject matter hereof. Neither this Agreement nor any term hereof may be amended, waived, discharged or terminated
orally, but only by a written instrument signed by the Company and Holders of a majority of the Registrable Securities which have
not been resold to the public.


 


(d)
Notices, etc. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed
by first-class mail, postage prepaid, or otherwise delivered by hand, by messenger or next business day air freight services,
addressed (i) if to a Holder at such Holder’s address set forth on the signature page hereto, or at such other address as
such Holder shall have furnished to the Company in writing, or (ii) if to the Company, at 1301 Harbor Bay Parkway, Suite 100,
Alameda, California 94502; attention: Chief Financial Officer, or at such other address as the Company shall have furnished to
the Holders in writing.


 




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(e)
Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party, upon any breach
or default of any other party under this Agreement, shall impair any such right, power or remedy, nor shall it be construed to
be a waiver of or acquiescence in any such breach or default or any similar breach or default thereafter occurring. A waiver of
any single breach or default shall not be deemed a waiver of any other breach or default theretofore or thereafter occurring.
Any waiver, permit, consent or approval of any kind or character of any breach or default under this Agreement, or any waiver
of any provisions or conditions of this Agreement, must be made in writing and shall be effective only to the extent specifically
set forth in such writing. All remedies, either under this Agreement, or by law or otherwise afforded to any party, shall be cumulative
and not alternative.


 


(f)
Severability. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


(g)
Titles and Subtitles. The titles of the sections and subparagraphs of this Agreement are for convenience of reference only
and are not to be considered in construing this Agreement.


 


(h)
Counterparts. This Agreement may be executed in any number of counterparts (including by separate counterpart signature
pages), each of which shall be an original, but all of which together shall constitute one instrument. Any counterpart of this
Agreement may be signed by electronic or facsimile, and such electronic or facsimile signature shall be deemed an original signature.


 


[Signatures
on Following Page]


 




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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.


 


	THE
    COMPANY:	 
	 	 	 
	AGEX
    THERAPEUTICS, INC.	 
	 	 	 
	By
    	                     	 
	 	 	 
	By
    		 
	 	 	 
	HOLDER:	 
	 	 	 
	 	 	 
	 	 
	Name: 	 
	 	 	 
	Address
    for Notice:	 


 











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